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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
[Logo Omitted]
COMCAST CORPORATION
(Mark One):
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934. For the fiscal year ended December 31,
2002.
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from _________ to ________
Commission file number 000-50093
---------
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
COMCAST CABLE COMMUNICATIONS HOLDINGS, INC.
LONG TERM SAVINGS PLAN
(formerly the AT&T Broadband Long Term Savings Plan)
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
Comcast Corporation
1500 Market Street
Philadelphia, PA 19102-2148
Comcast Cable Communications Holdings, Inc.
Long Term Savings Plan
Financial Statements
as of December 31, 2002 and 2001 and for the Year Ended December 31, 2002;
Supplemental Schedule as of December 31, 2002; Independent Auditors' Report; and
Report of Independent Accountants
COMCAST CABLE COMMUNICATIONS HOLDINGS, INC.
LONG TERM SAVINGS PLAN
TABLE OF CONTENTS
- ------------------------------------------------------------------------------------------------------------
Page
INDEPENDENT AUDITORS' REPORT 1
REPORT OF INDEPENDENT ACCOUNTANTS 2
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits as of December 31, 2002 and 2001 3
Statement of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 2002 4
Notes to Financial Statements 5
SUPPLEMENTAL SCHEDULE:
Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes
as of December 31, 2002 10
INDEPENDENT AUDITORS' CONSENT 11
INDEPENDENT ACCOUNTANTS' CONSENT 12
SIGNATURES 13
INDEPENDENT AUDITORS' REPORT
To the Administrator of the
Comcast Cable Communications Holdings, Inc. Long Term Savings Plan:
We have audited the accompanying statement of net assets available for benefits
of the Comcast Cable Communications Holdings, Inc. Long Term Savings Plan
(formerly the AT&T Broadband Long Term Savings Plan, the "Plan"), as of December
31, 2002, and the related statement of changes in net assets available for
benefits for the year then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2002, and the changes in net assets available for benefits for the year then
ended in conformity with accounting principles generally accepted in the United
States of America.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of Assets Held
for Investment Purposes as of December 31, 2002 (Schedule H - Line 4i) is
presented for the purpose of additional analysis and is not a required part of
the basic financial statements, but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedule
is the responsibility of the Plan's management. Such supplemental schedule has
been subjected to the auditing procedures applied in our audit of the basic 2002
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
June 13, 2003
1
Report of Independent Accountants
To the Administrator of the
Comcast Cable Communications Holdings, Inc. Long Term Savings Plan:
In our opinion, the accompanying statement of net assets available for benefits
presents fairly, in all material respects, the net assets available for benefits
of the Comcast Cable Communications Holdings, Inc. Long Term Savings Plan,
(formerly the AT&T Broadband Long Term Savings Plan, the "Plan") at December 31,
2001 in conformity with accounting principles generally accepted in the United
States of America. This financial statement is the responsibility of the Plan's
management; our responsibility is to express an opinion on this financial
statement based on our audit. We conducted our audit of this statement in
accordance with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
New York, New York
June 17, 2002
2
COMCAST CABLE COMMUNICATIONS HOLDINGS, INC.
LONG TERM SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2002 AND 2001
(Thousands of Dollars)
- -----------------------------------------------------------------------------------------
December 31,
ASSETS 2002 2001
INVESTMENTS, AT FAIR VALUE:
Investments in Group Trust $ $ 1,184,515
Investments 903,754 9,381
Loans receivable from participants 41,656 48,490
--------- -----------
Total investments 945,410 1,242,386
INTERFUND RECEIVABLES 1,634
DIVIDENDS AND INTEREST RECEIVABLE 669
OTHER RECEIVABLES 6
--------- -----------
TOTAL ASSETS $ 945,410 $ 1,244,695
========= ===========
LIABILITIES
INTERFUND PAYABLES $ $ 1,634
ACCRUED EXPENSES 1,335
--------- -----------
TOTAL LIABILITIES 2,969
--------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 945,410 $ 1,241,726
========= ===========
See notes to financial statements.
3
COMCAST CABLE COMMUNICATIONS HOLDINGS, INC.
LONG TERM SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2002
(Thousands of Dollars)
- --------------------------------------------------------------------------------
CHANGE IN NET ASSETS ATTRIBUTED TO:
Investments:
Net depreciation in fair value of investments $ (295,793)
Dividends and interest 12,754
Interest on loans to participants 3,072
---------
(279,967)
---------
Contributions:
Participant 48,724
Company 85,126
Rollover 3,630
Transfers of participants' balances from other plans 24,321
---------
161,801
---------
Deductions:
Distributions to participants (177,801)
---------
Administrative expenses (349)
---------
(178,150)
---------
DECREASE IN NET ASSETS AVAILABLE FOR BENEFITS (296,316)
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 1,241,726
---------
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $ 945,410
=========
See notes to financial statements.
4
COMCAST CABLE COMMUNICATIONS HOLDINGS, INC.
LONG TERM SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. PLAN DESCRIPTION
Effective November 18, 2002, the Comcast Cable Communications Holdings,
Inc. Long Term Savings Plan, (the "Plan") was renamed from the AT&T
Broadband Long Term Savings Plan. The Plan is a defined contribution plan
which allows eligible employees of Comcast Cable Communications Holdings,
Inc. (formerly AT&T Broadband Corp., the "Company" or the "Plan
Administrator") to set aside a portion of their salary on a pre-tax and
after tax basis, and to encourage participants to save on a long-term
basis by matching a portion of such deferral with employer contributions
as determined by the Plan. The Plan participated in a master trust (the
"Group Trust") for the investment of the pooled assets of various funds
through November 18, 2002 (see Note 8). Each participating plan had an
undivided interest in the Group Trust. As a result of the Broadband
acquisition described below, the Plan assets held in the Group Trust were
removed from such trust and were directly invested into the available
investment options.
On November 18, 2002, Comcast Corporation ("Comcast") completed the
acquisition of AT&T Corp.'s ("AT&T") broadband business ("Broadband")
which resulted in the combination of Comcast Holdings Corporation
("Comcast Holdings") and Broadband. Concurrent with the closing of the
Broadband acquisition, shareholders of Comcast Holdings received shares of
Comcast common stock in exchange for corresponding shares of Comcast
Holdings common stock based on an exchange ratio of 1 to 1 (the
"Reorganization"). Upon completion of the Broadband acquisition and the
Reorganization, Comcast Holdings and the Company are wholly owned
subsidiaries of Comcast, with Comcast Holdings as the predecessor to
Comcast.
Effective January 25, 2002, a portion of the AT&T Mergers & Acquisitions
Retirement Savings Plan merged into the Plan. Net assets of approximately
$23.1 million were transferred into the Plan and were recorded as
transfers of participants' balances from other plans on the statement of
changes in net assets available for benefits.
Effective October 4, 2002, the TKR Company Defined Contribution Plan was
merged into the Plan. Net assets of approximately $1.2 million were
transferred into the Plan and were recorded as transfers of participants'
balances from other plans on the statement of changes in net assets
available for benefits.
Eligible employees hired on or after January 1, 2001 through September 30,
2001 were automatically enrolled in the Plan after completing one month of
service. Eligible employees hired before January 1, 2001 or after
September 30, 2001 must use one of the participant initiated enrollment
methods to participate in the Plan. All participants may invest their
contribution in one or more of the thirty (30) different funds, in 10%
increments.
Effective January 1, 2002, employee contributions of up to 50% of
compensation may be authorized (prior to that date, contributions of up to
16% of compensation were authorized) subject to certain limits imposed by
the Internal Revenue Code ("IRC"). A participant may designate
contributions as pre-tax contributions or after-tax contributions. All
pre-tax contributions, after-tax contributions and earnings thereon are
immediately vested and are not subject to forfeiture. Pre-tax
contributions may be made up to the Internal Revenue Service ("IRS") limit
of $11,000 in 2002. The Company will contribute an
5
amount equal to 75% of the sum of the pre-tax and after-tax contributions
up to the first 8% of compensation (see Note 11). Effective October 1,
2001, an employee hired on or after such date must complete six months of
service before he or she is eligible for Company contributions (see Note
11). Company contributions are invested in accordance with the
participant's elected investment direction. Effective November 18, 2002,
the existing balances of all participants became 100% vested. Generally, a
participant becomes vested in Company contributions as follows:
Vesting
Years of Service Percentage
Less than 3 0 %
3 or more 100 %
Loans are available to all participants in an amount not less than $1,000,
up to a maximum of the lesser of $50,000 minus the participant's highest
outstanding loan balance in the last twelve (12) months or 50% of the
participant's vested account balance. Upon default, participants are
considered to have received a distribution and are subject to income taxes
on the distributed amount. Loan transactions are treated as a transfer to
(from) the investment fund from (to) the Participant Loan Account. The
term of the loan shall not exceed fifty-six (56) months. The loans are
collateralized by the balance in the participant's account and bear
interest at prime rate determined monthly by the Plan administrator.
Interest rates are fixed for the term of the loan. Interest rates on
participant loans outstanding at December 31, 2002 range from 4.25 percent
to 11.5 percent. Principal and interest are paid through payroll
deductions or participant initiated payments.
When a participant terminates employment, the entire vested amount in the
participant's account will be distributed in a single payment as directed
by the participant, if the amount to be distributed is less than $5,000.
However, if the amount to be distributed exceeds $5,000, and the
participant does not request the distribution, the participant's account
shall remain in the Plan and may be distributed at the participant's
request, as a minimum required distribution when the participant attains
age 70 1/2, or upon the participant's death, whichever is earlier. When a
participant dies, the participant's beneficiary or beneficiaries may elect
to receive their share of the participant's account balance as a single
payment or, if the beneficiary is a surviving spouse, as a transfer to a
Plan account in his or her own name.
Amounts contributed by the Company which are forfeited by a participant as
a result of the participant's separation from service prior to becoming
100% vested may be used to reduce the Company's required contributions.
For a complete description of the Plan, participants should refer to the
Plan Prospectus. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
2. ACCOUNTING POLICIES
Basis of Accounting - The financial statements of the Plan are prepared
under the accrual method of accounting.
Payment of Benefits - Benefits are recorded when paid.
Valuation of Investments - Income and assets of the Group Trust were
allocated to the Plan based on participant balances. The net asset value
of the Group Trust was calculated by Fidelity Management Trust Company
("FMTC" or the "Trustee"). The Trustee determines the value of the
underlying assets in the investment manager portfolios taking into account
values supplied by a generally accepted pricing
6
or quotation service or quotations furnished by one or more reputable
sources, such as securities brokers, dealers or investment bankers, mutual
fund administrators, values of comparable property, appraisals or other
relevant information. Investments in securities listed on national stock
exchanges are carried at fair value determined on the basis of the last
published sales price per share on December 31, as reported on the
Composite Tape, or, if no sales were made on that date, at the last
published sales price on the next preceding day on which sales were made.
Securities traded in over-the-counter markets are carried at fair value
based on the last bid prices or closing prices on December 31, as listed
in published sources if available or, if not available, from other sources
considered reliable. Contracts with insurance companies and financial
institutions, which are fully benefit responsive, are carried at contract
value (representing contributions made under the contracts plus
accumulated interest at the contract rates). All other investments are
carried at the fair value at the close of business on December 31.
Participant loans receivable are valued at cost which approximates fair
value. Participant loans were not part of the Group Trust.
Purchases and Sales of Investments - Purchases and sales of securities are
recorded as of the trade dates.
Investment Income - Dividend income is recorded on securities held as of
the ex-dividend dates. Interest income is recorded on the accrual basis.
Net Appreciation (Depreciation) in the Fair Value of Investments - The
Plan presents in the statement of changes in net assets available for
benefits the net appreciation (depreciation) in the fair value of
investments, which consist of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
Use of Estimates - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, and changes therein, and
disclosure of contingent assets and liabilities. Actual results could
differ from those estimates.
Risks and Uncertainties - Investments are exposed to various risks, such
as interest rate, market and credit. Due to the level of risk associated
with certain investment securities and the level of uncertainty related to
changes in the value of investment securities, it is at least reasonably
possible that changes in risks in the near term would materially affect
participants' account balances and the amounts reported in the statement
of net assets available for benefits and the statement of changes in net
assets available for benefits.
3. TAX STATUS
The IRS has determined and informed the Company by a letter dated October
1, 1999, that the Plan and related trust are designed in accordance with
applicable sections of the IRC. The Plan has been amended since receiving
the determination letter. Although the Company filed a new determination
letter application with the IRS on February 28, 2002, a response has not
yet been received. However, the Plan Administrator believes that the Plan
is designed and is currently being operated in compliance with the
applicable requirements of the IRC. Therefore, no provision for income
taxes has been included in the Plan's financial statements.
4. CONCENTRATIONS OF INVESTMENT RISK
Plan participants' accounts are exposed to market risk in the event of a
significant decline in the value of certain equity securities.
7
5. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA (see Note 11). In
the event of Plan termination, the Plan provides that the net assets are
to be distributed to participating employees in amounts equal to their
respective interests in such assets.
6. PLAN EXPENSES
Plan participants share the recordkeeping, accounting, and other
administrative costs of the Plan with the Company. Brokerage, investment
manager and trustee fees are paid by the Plan, and are primarily reflected
in the calculation of a fund's net asset value per unit.
7. INVESTMENTS
Effective November 18, 2002, the AT&T Stock Fund was frozen and any
existing investment election directed to this fund was directed to the
Broadband Stable Value Fund.
The following table presents investments that represent 5 percent or more
of Plan's net assets (in thousands, except share amounts).
December 31,
2002 2001
Fidelity Magellan Fund, 821,057 shares $ 64,831 $
Investments in Group Trust 1,184,515
Liberty Media Stock Fund, 31,591,816 shares (see Note 11) 155,748
Comcast Class A Common Stock, 13,157,562 shares 103,550
Broadband Stable Value Fund, 196,609,185 shares (see Note 11) 196,609
AT&T Stock Fund, 38,774,609 shares 67,856
S&P 500 Index Fund, 10,535,987 shares 74,700
Asset All STR Growth, 4,327,659 shares 71,103
8. GROUP TRUST INVESTMENTS
The following table presents the investments in the Group Trust held by
FMTC at December 31, 2001 (dollars in thousands). The investments were
removed from the Group Trust on November 18, 2002 (see Note 1).
December 31,
Type of Group Trust Investments 2001
----
Asset Allocation Strategies $ 664,756
Index Funds 322,792
AT&T Custom Funds 3,989,842
Mutual Funds 2,660,141
Stock Funds 2,154,884
-----------
Total Group Trust Investments $ 9,792,415
===========
8
December 31,
Allocation of Group Trust Investments 2001
----
AT&T Long Term Savings Plan for Management Employees 72.9679 %
AT&T Long Term Savings and Security Plan 14.7674 %
AT&T Retirement Savings and Profit Sharing Plan 0.0812 %
AT&T of Puerto Rico, Inc. Long Term Savings Plan for Management
Employees 0.0705 %
AT&T of Puerto Rico, Inc. Long Term Savings and Security Plan 0.0167 %
Comcast Cable Communications Holdings, Inc. Long Term Savings Plan 12.0963 %
9. RELATED PARTY TRANSACTIONS AND PARTY-IN-INTEREST
Certain Plan investments are shares of mutual funds managed by Fidelity
Management and Research ("FMR"), the parent of FMTC. FMTC is the trustee
as defined by the Plan and, therefore, these transactions qualify as
party-in-interest.
In addition, the Plan invests in shares of Comcast Class A common stock,
which qualifies as a related party transaction. AT&T Corp. stock qualified
as a related party transaction until Comcast's acquisition of Broadband on
November 18, 2002 (see Note 1).
10. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of benefits paid to participants per the
financial statements to Form 5500 for the year ended December 31, 2002 (in
thousands of dollars):
Distributions to participants $ 177,801
Less: Amounts allocated to withdrawing participants
at December 31, 2001 (358)
---------
Benefits paid to participants per the Form 5500 $ 177,443
=========
Amounts allocated to withdrawing participants are recorded on Form 5500
for benefit claims that have been processed and approved for payment prior
to December 31, but not yet paid as of that date.
11. SUBSEQUENT EVENTS
Effective January 1, 2003, the Plan was amended to remove after tax
contributions to the Plan and the Company matching contribution was
changed to be 100% of the first 6% of an eligible employees compensation
except for certain bargaining unit employees.
Effective January 17, 2003 and February 10, 2003 the balances in AT&T
Wireless Stock Fund and Liberty Media Stock Fund, respectively, were
liquidated and reinvested in the Broadband Stable Value Fund.
On July 1, 2003, the assets of the Plan will be merged into the Comcast
Corporation Retirement-Investment Plan which was amended on February 26,
2003 to reflect this merger.
9
FEIN#: 27-0000798
Plan#: 020
COMCAST CABLE COMMUNICATIONS HOLDINGS, INC.
LONG TERM SAVINGS PLAN
SCHEDULE H, Line 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2002
(Thousands of Dollars)
- -----------------------------------------------------------------------------------------------------------------------------
Description of Investment
Including Maturity Date, Fair or
Identity of Issue, Borrower, Lessor or Rate of Interest, Current
Similar Party Par or Maturity Value Value
Brokeragelink 3,798,773 shares $ 3,799
Broadband Stable Value Fund 196,609,185 shares 196,609
(bearing interest of 1.35% - 7.14% with maturities
generally from 2004-2007)
Janus Overseas 352,024 shares 5,382
TRP Mid Cap Growth 278,379 shares 8,641
TRP SM Cap Growth 448,688 shares 9,647
Janus Worldwide 255,201 shares 8,199
Pimco Total Return Inst. 687,621 shares 7,337
LM Value Trust FI CL 42,916 shares 1,851
Vanguard US Growth ADM 173,336 shares 5,411
Vanguard Windsor II ADM 189,603 shares 7,000
Asset All STR Growth 306,170 shares 4,923
Asset All STR Bal 4,327,659 shares 71,103
Asset All STR Inc 154,505 shares 2,576
US Bond Market Index 1,131,552 shares 15,106
S&P 500 Index Fund 10,535,987 shares 74,700
Total US Stock Market Index 204,803 shares 1,505
Extended US Stock Market 127,528 shares 1,029
International Stock Market Index 106,077 shares 665
Comcast Class A Common Stock Fund 13,157,562 shares 103,550
Liberty Media Stock Fund 31,591,816 shares 155,748
AT&T Wireless Stock Fund 8,250,421 shares 20,874
AT&T Stock Fund 38,774,609 shares 67,856
Fidelity Magellan 821,057 shares 64,831
Fidelity Equity Income 296,122 shares 11,747
Fidelity Low PR Stk 792,909 shares 19,958
Fidelity Diverse Intl 1,127,493 shares 19,348
Fidelity DIVD Growth 464,099 shares 10,359
Fidelity High Income 526,322 shares 4,000
---------
903,754
---------
Participant loans receivable (at cost, which approximates fair value)
(bearing interest of 4.25% - 11.5% and maturing from 2003 through 2007) 41,656
---------
$ 945,410
=========
10
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-101295 of Comcast Corporation on Form S-8 of our report dated June 13, 2003,
appearing in this Annual Report on Form 11-K of the Comcast Cable Communications
Holdings, Inc. Long Term Savings Plan for the year ended December 31, 2002.
/s/ DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
June 27, 2003
11
INDEPENDENT ACCOUNTANTS' CONSENT
We hereby consent to the incorporation by reference in Registration Statement
No. 333-101295 of Comcast Corporation on Form S-8 of our report dated June 17,
2002 relating to the statement of net assets available for benefits as of
December 31, 2001, appearing in this Annual Report on Form 11-K of the Comcast
Cable Communications Holdings, Inc. Long Term Savings Plan for the year ended
December 31, 2002.
/s/ PricewaterhouseCoopers LLP
New York, New York
June 27, 2003
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
COMCAST CABLE COMMUNICATIONS
HOLDINGS, INC. LONG TERM SAVINGS PLAN
By: Comcast Corporation
June 30, 2003 By: /s/ Lawrence J. Salva
---------------------------------------
Lawrence J. Salva
Senior Vice President and
Controller
13